A resolution approving an Economic and Community Development Incentive Grant
and the Economic and Community Development Incentive Grant Agreement between The
Metropolitan Government of Nashville and Davidson County, The Industrial Development Board
of The Metropolitan Government of Nashville and Davidson County and Dell Computer
Corporation.

Whereas, the Metropolitan Government is vitally interested in the economic welfare of
the citizens of the Metropolitan Government and wishes to provide the necessary leadership
to enhance this areas capabilities for growth and development; and

Whereas, the provision of jobs to area citizens by local business is both necessary and
vital to the economic well-being of the Metropolitan Government; and

Whereas, pursuant to the Industrial Development Corporations Act, currently codified at
Tenn. Code Ann. §§ 7-53-101311 (such act, as heretofore or hereafter amended, the
"Act"), the General Assembly of the State of Tennessee (the "General
Assembly") has authorized the incorporation of public corporations known as
"industrial development boards" in municipalities in the State of Tennessee (the
"State"); and

Whereas, the Board has been duly organized and incorporated in compliance with the Act;
and

Whereas, the General Assembly has found and declared that the Board is performing a
public function on behalf of the Metropolitan Government and that the Board is a public
instrumentality of the Metropolitan Government; and

Whereas, the Supreme Court of Tennessee (the "Supreme Court") has found that
the Board is an agent or instrumentality of the Metropolitan Government; and

Whereas, the Act expressly incorporates by reference the statement of public policy set
forth in Section 3 of Chapter 209 of the Public Acts of 1955; and

Whereas, Chapter 209 of the Public Acts of 1955 states that the declared purpose of the
Act is to do that which the State welfare demands and the State public policy requires to
alleviate the problems of unemployment, to raise family income, to provide a means by
which the citizens of the community may promote and develop industry in their area so as
to obtain a balanced economic development highly essential to the welfare of the State,
and to promote the development of commercial, industrial, agricultural and manufacturing
enterprises by the several municipalities so as to be given local benefits peculiar to
each and general benefits to the entire State; and

Whereas, the General Assembly has also declared that the purposes of the Act include
maintaining and increasing employment opportunities by promoting industry, trade and
commerce by inducing manufacturing, industrial, financial, service and commercial
enterprise to locate or remain in the State; and

Whereas, the Supreme Court has held that the purposes of the Act include the promotion
of industry and the development of trade to provide against low wages and unemployment and
that such purposes are public in nature; and

Whereas, the Board is empowered pursuant to the Act to acquire, whether by purchase,
exchange, gift, lease or otherwise, and to improve, maintain, equip and furnish,
"projects" (as defined in the Act) and to lease such projects to others; and

Whereas, "projects" under the Act may include, without limitation,
manufacturing, processing and assembly facilities and office buildings for use in
connection with an industrial, commercial, financial or service enterprise; and

Whereas, the Board is empowered pursuant to Tenn. Code Ann. § 7-53-302, to acquire
real and personal property to be used for manufacturing and office purposes, whether by
purchase, construction, exchange, gift, lease or otherwise, and to improve, maintain,
extend, equip and furnish such properties in order to promote employment, trade,
industrial development and environmental pollution control; and

Whereas, pursuant to Tenn. Code Ann. §§ 5-9-101(26) and 7-53-310, the Metropolitan
Government is authorized to use available funds to make grants to the Board for economic
and community development purposes and to acquire property for contribution, by sale,
lease or gift, to the Board; and

Whereas, the Metropolitan Council adopted Ordinance No. O99-1680, on July 20, 1999,
after determining that, in order to promote industry, develop trade and provide against
low wages and unemployment, and in order to further other public purposes of the
Metropolitan Government, it was in the best interest of the Metropolitan Government to
make economic and community development incentive grants to the Board to encourage the
location within the boundaries of the Metropolitan Government of: (i) international,
national or regional headquarters of well known and branded, large and successful
companies, comparable, but not limited to, companies on the Fortune 500 listing, that are
expected to result in the creation of at least 1,000 new jobs within the boundaries of the
Metropolitan Government during the first five years of operations; and (ii) manufacturing
facilities, offices, distribution facilities and customer support and call center
facilities of well known and branded, large and successful companies, comparable, but not
limited to, companies on the Fortune 500 listing, involved in manufacturing or assembly of
computers or telecommunications equipment or component parts thereof that are expected to
result in the creation of at least 2,000 new jobs within the boundaries of the
Metropolitan Government during the first five years of operations; and

Whereas, the Metropolitan Council further determined in Ordinance No. O99-1680 that, in
order to promote industry, develop trade and provide against low wages and unemployment,
and in order to further other public purposes of the Metropolitan Government, it was in
the best interest of the Metropolitan Government to make economic and community
development incentive grants to the Board in an amount calculated by multiplying the
average number of full time equivalent employees of the qualified company within the
boundaries of the Metropolitan Government during the preceding year by an amount not to
exceed $500, with the actual amount of the economic and community development incentive
grant and the period of such grant to be determined taking into account, among other
things, the amount of revenue from all sources that is anticipated to be received by the
Metropolitan Government with respect to the location of the qualified company and its
operations within the boundaries of the Metropolitan Government and other economic and
community development opportunities that the qualified company is expected to create.

Whereas, Dell Computer Corporation ("Dell"), a Fortune 500 company with its
headquarters in Round Rock, Texas, has announced its tentative decision to locate computer
manufacturing, assembly and distribution facilities and technological support operations
(the "Dell Project") on certain property owned by the Board (the "MTMHI
Property"), on certain property leased to the Board by the Metropolitan Nashville
Airport Authority (the "Airport Property") and on certain property currently
owned by the State of Tennessee, if it is eventually conveyed to the Board (the
"State Property"); and

Whereas, the Metropolitan Government has found that Dell and the Dell Project meet the
criteria to be eligible to receive the benefits of an economic and community development
incentive grant as authorized by Ordinance No. O99-1680; and

Whereas, the Metropolitan Government has found that the location of the Dell
Project within the boundaries of the Metropolitan Government will result in significant
employment and other commercial opportunities for area citizens; and

Whereas, in order to promote industry and develop trade and to provide against low
wages and unemployment and to further other public purposes of the Metropolitan
Government, and after taking into account, among other things, the amount of revenue from
all sources that is anticipated to be received by the Metropolitan Government with respect
to the Dell Project and other economic and community development opportunities that the
Dell Project is expected to create, the Metropolitan Government has found that it is in
the best interest of the Metropolitan Government to make an economic and community
development incentive grant to the Board on behalf of Dell for a period of forty (40)
years, in an amount calculated by multiplying the average number of full time equivalent
employees of Dell located within the boundaries of the Metropolitan Government during the
preceding year by $500; and

Whereas, Ordinance No. O99-1680 provides that prior to the Board making any economic
and community development grant, the economic and community development grant and any
agreement memorializing such grant must be approved by the Metropolitan County Mayor and
then submitted to the Metropolitan County Council for approval by resolution receiving at
least 21 affirmative votes; and

Whereas, as evidenced by his signature on this Resolution, the Metropolitan County
Mayor has approved an economic and community development grant (the "Grant"), as
memorialized in the Economic and Community Development Incentive Grant Agreement between
the Metropolitan Government, the Board and Dell (the "Grant Agreement"), a copy
of which is attached hereto as Exhibit 1 and is incorporated herein, and hereby submits
the Grant and the Grant Agreement to the Metropolitan County Council for its approval.

Now, therefore, be it resolved by the Council of The Metropolitan Government of
Nashville and Davidson County:

Section 1. That the Grant and the Grant Agreement which is attached hereto as Exhibit 1
and is incorporated herein, are hereby approved, and the Metropolitan County Mayor is
authorized to execute the Grant Agreement on behalf of the Metropolitan Government. From
and after the execution and delivery of the Grant Agreement, the officers of the
Metropolitan Government or any of them are hereby authorized, empowered and directed to do
all such acts and things and to execute all such documents as may be necessary to carry
out and comply with the provisions of the Grant Agreement.

Section 2. This Resolution shall take effect from and after its adoption, the welfare
of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored By: Charles French & Janis Sontany

ECONOMIC AND COMMUNITY DEVELOPMENT INCENTIVE
GRANT AGREEMENT

This Economic and Community Development Incentive Grant Agreement (this
"Agreement") isentered into as of the Effective Date by and among The
Metropolitan Government of Nashville and Davidson County (the "Metropolitan
Government"),The Industrial Development Board of The Metropolitan Government
of Nashville and Davidson County, a Tennessee public, nonprofit corporation created
pursuant to Tenn. Code Ann. §§ 7-53-101, et seq., (the "Board"),and
Dell Computer Corporation, a Delaware corporation ("Dell").

RECITALS

WHEREAS, the Metropolitan Government is vitally interested in the economic welfare of
the citizens of the Metropolitan Government and wishes to provide the necessary leadership
to enhance this areas capabilities for growth and development; and

WHEREAS, the provision of jobs to area citizens by local business is both necessary and
vital to the economic well-being of the Metropolitan Government; and

WHEREAS, pursuant to the Industrial Development Corporations Act,
currently codified at Tenn. Code Ann. §§ 7-53-101311 (such act, as heretofore or
hereafter amended, the "Act"), the General Assembly of the State of Tennessee
(the "General Assembly") has authorized the incorporation of public corporations
known as "industrial development boards" in municipalities in the State of
Tennessee (the "State"); and

WHEREAS, the Board has been duly organized and incorporated in
compliance with the Act; and

WHEREAS, the General Assembly has found and declared that the Board is
performing a public function on behalf of the Metropolitan Government and that the Board
is a public instrumentality of the Metropolitan Government; and

WHEREAS, the Supreme Court of Tennessee (the "Supreme Court")
has found that the Board is an agent or instrumentality of the Metropolitan Government;
and

WHEREAS, the Act expressly incorporates by reference the statement of
public policy set forth in Section 3 of Chapter 209 of the Public Acts of 1955; and

WHEREAS, Chapter 209 of the Public Acts of 1955 states that the
declared purpose of the Act is to do that which the State welfare demands and the State
public policy requires to alleviate the problems of unemployment, to raise family income,
to provide a means by which the citizens of the community may promote and develop industry
in their area so as to obtain a balanced economic development highly essential to the
welfare of the State, and to promote the development of commercial, industrial,
agricultural and manufacturing enterprises by the several municipalities so as to be given
local benefits peculiar to each and general benefits to the entire State; and

WHEREAS, the General Assembly has also declared that the purposes of
the Act include maintaining and increasing employment opportunities by promoting industry,
trade and commerce by inducing manufacturing, industrial, financial, service and
commercial enterprise to locate or remain in the State; and

WHEREAS, the Supreme Court has held that the purposes of the Act
include the promotion of industry and the development of trade to provide against low
wages and unemployment and that such purposes are public in nature; and

WHEREAS, the Board is empowered pursuant to the Act to acquire, whether
by purchase, exchange, gift, lease or otherwise, and to improve, maintain, equip and
furnish, "projects" (as defined in the Act) and to lease such projects to
others; and

WHEREAS, "projects" under the Act may include, without
limitation, manufacturing, processing and assembly facilities and office buildings for use
in connection with an industrial, commercial, financial or service enterprise; and

WHEREAS, the Board is empowered pursuant to Tenn. Code Ann. §
7-53-302, to acquire real and personal property to be used for manufacturing and office
purposes, whether by purchase, construction, exchange, gift, lease or otherwise, and to
improve, maintain, extend, equip and furnish such properties in order to promote
employment, trade, industrial development and environmental pollution control; and

WHEREAS, pursuant to Tenn. Code Ann. §§ 5-9-101(26) and 7-53-310, the
Metropolitan Government is authorized to use available funds to make grants to the Board
for economic and community development purposes and to acquire property for contribution,
by sale, lease or gift, to the Board; and

WHEREAS, the Metropolitan Council adopted Ordinance No. O99-1680, on July 20, 1999,
after determining that, in order to promote industry, develop trade and provide against
low wages and unemployment, and in order to further other public purposes of the
Metropolitan Government, it was in the best interest of the Metropolitan Government to
make economic and community development incentive grants to the Board to encourage the
location within the boundaries of the Metropolitan Government of: (i) international,
national or regional headquarters of well known and branded, large and successful
companies, comparable, but not limited to, companies on the Fortune 500 listing, that are
expected to result in the creation of at least 1,000 new jobs within the boundaries of the
Metropolitan Government during the first five years of operations; and (ii) manufacturing
facilities, offices, distribution facilities and customer support and call center
facilities of well known and branded, large and successful companies, comparable, but not
limited to, companies on the Fortune 500 listing, involved in manufacturing or assembly of
computers or telecommunications equipment or component parts thereof that are expected to
result in the creation of at least 2,000 new jobs within the boundaries of the
Metropolitan Government during the first five years of operations; and

WHEREAS, the Metropolitan Council further determined in Ordinance No.
O99-1680 that, in order to promote industry, develop trade and provide against low wages
and unemployment, and in order to further other public purposes of the Metropolitan
Government, it was in the best interest of the Metropolitan Government to make economic
and community development incentive grants to the Board in an amount calculated by
multiplying the average number of full time equivalent employees of the qualified company
within the boundaries of the Metropolitan Government during the preceding year by an
amount not to exceed $500, with the actual amount of the economic and community
development incentive grant and the period of such grant to be determined taking into
account, among other things, the amount of revenue from all sources that is anticipated to
be received by the Metropolitan Government with respect to the location of the qualified
company and its operations within the boundaries of the Metropolitan Government and other
economic and community development opportunities that the qualified company is expected to
create.

WHEREAS, Dell, a Fortune 500 company with its headquarters in Round Rock, Texas, has
announced its tentative decision to locate computer manufacturing, assembly and
distribution facilities and technological support operations (as further defined below,
the "Dell Project") on certain property owned by the Board (the "MTMHI
Property"), on certain property leased to the Board by the Metropolitan Nashville
Airport Authority (the "Airport Property") and on certain property currently
owned by the State of Tennessee, if it is eventually conveyed to the Board (the
"State Property"); and

WHEREAS, the Metropolitan Government has found that Dell and the Dell Project meet the
criteria to be eligible to receive the benefits of an economic and community development
incentive grant as authorized by Ordinance No. O99-1680; and

WHEREAS, the Metropolitan Government has found that the location of the Project within
the boundaries of the Metropolitan Government will result in significant employment and
other commercial opportunities for area citizens; and

WHEREAS, in order to promote industry and develop trade and to provide
against low wages and unemployment and to further other public purposes of the
Metropolitan Government, and after taking into account, among other things, the amount of
revenue from all sources that is anticipated to be received by the Metropolitan Government
from the Dell Project and other economic and community development opportunities that Dell
is expected to create, the Metropolitan Government has found that it is in the best
interest of the Metropolitan Government to make an economic and community development
incentive grant to the Board with respect to the Dell Project for a period of forty (40)
years, in an amount calculated by multiplying the average number of full time equivalent
Dell Nashville Employees (as defined below) during the preceding year by $500.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the
Parties contained herein, and other good and valuable consideration, the Parties,
intending to be legally bound, hereby agree as follows:

ARTICLE 1.
DEFINITIONS

1.1 Recitals. The foregoing Recitals are hereby incorporated herein as
if fully set forth below and are material terms and provisions of this Agreement
representing the intent of the Parties.

1.2 Definitions. Certain terms are defined in the text of this
Agreement. As used in this Agreement and unless otherwise expressly indicated, the
following terms shall have the following meanings:

"Board" shall mean The Industrial
Development Board of The Metropolitan Government of Nashville and Davidson County.

"Dell" shall mean Dell Computer Corporation,
a Delaware corporation.

"Dell Entity" shall mean (a) Dell, (b) any
successor to Dell, including, without limitation, any corporation, partnership, limited
liability company or other entity (i) that acquires, directly or indirectly, a controlling
interest in Dell (whether through merger, stock purchase, stock swap or otherwise), (ii)
that merges or consolidates with Dell, or (iii) that acquires substantially all of the
assets of Dell, and (c) any corporation, partnership, limited liability company or other
entity that is controlled by, or is under common control with, any of the foregoing.

"Dell Nashville Employee" shall mean any
employee of any Dell Entity employed at any Dell Nashville Facility, including temporary
employees, part-time employees and full-time employees of any Dell Entity.

"Dell Nashville Facility" shall mean any
facility located within the boundaries of the Metropolitan Government that is operated by
any Dell Entity, including, without limitation, the Dell Project, but shall not include
any facility that is operated by a Dell Supplier.

"Dell Project" shall mean the operations of
one or more Dell Entities to be located on the MTMHI Property, the Airport Property and
the State Property which Dell currently anticipates will include computer manufacturing,
assembly and distribution facilities and technological support operations.

"Dell Supplier" shall mean any corporation,
partnership, limited liability company or other entity that (a) is not a Dell Entity, and
(b) produces, assembles, stores or manages goods that are utilized by the operations of
any Dell Entity or provides services in connection with the operations of any Dell Entity
(including services for Dell Nashville Employees).

"Director of Finance" shall mean the
Director of Finance of the Metropolitan Government.

"Effective Date" shall mean the date on
which the Metropolitan Government executes and delivers this Agreement and files a copy of
the same with the Metropolitan Clerk.

"Exempt Employee" shall mean each full time
Dell Nashville Employee who is exempt from the minimum wage and overtime requirements
under the Fair Labor Standards Act, as now in effect, or as hereinafter amended.

"Governmental Authority" shall mean any and
all jurisdictions, entities, courts, boards, agencies, commissions, offices, divisions,
subdivisions, departments, bodies or authorities of any nature whatsoever of any
governmental unit (federal, state, county, district, municipality, city or otherwise),
whether now or hereafter in existence.

"Grant Payment" shall mean, for any Grant
Year, the amount calculated by multiplying the number of full time equivalent Dell
Nashville Employees during such Grant Year by $500. The number of full time equivalent
Dell Nashville Employees during a given Grant Year shall be (a) the average number of
Exempt Employees during such Grant Year, as determined on a weighted average basis to give
effect to the portion of the Grant Year that a person was an Exempt Employee at a Dell
Nashville Facility) plus (b) the number determined as follows: (i) the number of paid
hours worked by all Dell Nashville Employees (other than Exempt Employees), including the
number of hours paid for holiday, vacation day, sick day, paid time off, short term
disability and other similar benefits, divided by (ii) Two Thousand Eighty (2,080) hours.

"Grant Year" shall mean (a) for the year
1999, the period beginning October 1 and ending December 31, 1999 and (b) for each of the
years 2000 through 2038, the period beginning January 1 and ending December 31 for such
year.

"State Property" shall mean the real
property described as State property on Exhibit A.

1.3 Additional Terms. The definitions in Section 1.2 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." All references to
Articles, Sections and Paragraphs shall be deemed references to Articles, Sections and
Paragraphs of this Agreement, unless the context shall otherwise require. All references
herein to Exhibits shall be deemed to be references to the Exhibits attached to this
Agreement. The terms "this Agreement", "hereof", "hereunder"
and similar expressions refer to this Agreement as a whole and not to any particular
Article, Section or Paragraph or other portion hereof and include any agreement
supplemental hereto. The conjunction "or" shall be understood in its inclusive
sense (and/or).

1.4 Headings. The division of this Agreement into Articles, Sections
and Paragraphs and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement.

ARTICLE 2.
ECONOMIC AND COMMUNITY DEVELOPMENT
INCENTIVE GRANT

2.1 Economic and Community Development Grant. The
Metropolitan Government shall pay the Grant Payment for each Grant Year to the Board on
July 1 of the year following such Grant Year.

2.2 Manner of Payment. The Grant Payment shall be
paid, without demand, when due by check to the Board at its address set forth in Section
5.1 hereof or by wire transfer of immediately available funds to the Board, and, if paid
by wire transfer, the payment shall be made into such bank account in the State as the
Board may specify in advance from time to time.

2.3 Annual Settlement Statement. Within ninety (90)
days following the end of each Grant Year, Dell shall furnish the Director of Finance and
the Board with a settlement statement (the "Annual Settlement
Statement"), listing the calculations of the number of full time equivalent
Dell Nashville Employees and the amount of the Grant Payment for such Grant Year
determined in accordance with this Agreement. Each Annual Settlement Statement shall be
(i) prepared by a nationally recognized and reputable independent certified public
accounting firm reasonably acceptable to the Director of Finance and the Board, and (ii)
accompanied by a certification from an official of Dell that the information in such
statement is true, correct and complete.

2.4 Annual Appropriation. Notwithstanding anything to the contrary
herein, the Metropolitan Governments obligation to pay any Grant Payment to the
Board is contingent upon the annual appropriation of funds for such purpose by the
Metropolitan Council. Although the Parties recognize that such annual appropriation is a
legal requirement of the Metropolitan Government, the Metropolitan Government acknowledges
that this Agreement has served as a material inducement to Dell to locate and maintain
operations within the boundaries of the Metropolitan Government and to make material
investments within the boundaries of the Metropolitan Government.

ARTICLE 3.
USE OF GRANT PAYMENTS

3.1 Use of Grant Payments. The Board is hereby
authorized to utilize the Grant Payments to acquire, whether by purchase, lease or
otherwise, real or personal property for use for the Dell Project, to improve, maintain,
extend, equip and furnish real and personal property owned by the Board and used for the
Dell Project, and for any other purposes that are permitted under Ordinance No. O99-1680
and the Act. The Parties agree that Dell shall have the exclusive right to designate the
manner in which the Grant Payment funds shall be utilized, provided that such funds must
be utilized for expenditures that are permitted under Ordinance No. O99-1680 and the Act.

ARTICLE 4.
TERM

4.1 Term. The term of this Agreement (the "Term"), shall
commence on the Effective Date and, unless sooner terminated or canceled in accordance
with the terms of this Agreement, shall expire immediately following the later of: (a) the
Metropolitan Governments payment of the Grant Payment for all Grant Years; and (b)
the Boards application of all Grant Payment funds paid to it pursuant to this
Agreement.

4.2 Early Termination Right. The Metropolitan Government shall have
the right to terminate this Agreement in the event that no Dell Entity is utilizing real
or personal property leased or subleased to a Dell Entity by the Board, or otherwise
operating a "project" as defined in the Act that is subject to an arrangement
with the Board as authorized by the Act.

ARTICLE 5
MISCELLANEOUS

5.1 Notices. All notices, requests, demands and other communications
which are required or may be given pursuant to the terms of this Agreement shall be in
written or electronic form and shall be deemed delivered (i) on the date of delivery when
delivered by hand, (ii) on the date of transmission when sent by facsimile transmission
during normal business hours with telephone confirmation of receipt, (iii) one day after
dispatch when sent by overnight courier maintaining records of receipt, or (iv) three days
after dispatch when sent by certified mail, postage prepaid, return-receipt requested;
provided that, in an any such case, such communication is addressed as provided below:

Any Party may change its address or the designation of the intended
recipient of notice provided that it notifies the other Parties in accordance herewith.

5.2 Applicable Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State. The Parties hereby
agree that any suit, action or proceeding may be instituted with respect to this Agreement
in any federal or state court in Davidson County. The Parties hereby consent to in
personam jurisdiction of such courts and irrevocably waive any objection and any right
of immunity on the ground of venue, the convenience of forum or the in personam
jurisdiction of such courts or from the execution of judgments resulting therefrom.

5.3 Entire Agreement; Amendments and Waivers. This Agreement and the
Exhibits hereto constitute the entire agreement between the Parties pertaining to the
subject matter hereof and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the Parties, and there are no warranties,
representations or other agreements between the Parties in connection with the subject
matter hereof. No amendment, supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the Party to be bound thereby. No waiver of any of
the provisions of this Agreement shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver unless
expressly agreed to in writing by the affected Party. Any Partys failure to enforce
any provision of this Agreement or its acceptance of any payment shall not constitute a
waiver thereof and shall not prevent such Party from enforcing that provision or any other
provision of this Agreement in the future.

5.4 Remedies Cumulative. No reference to any specific right or remedy
shall preclude any Party from exercising any other right or from having other remedy or
from maintaining any other action to which it would otherwise be entitled at law or in
equity.

5.5 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the Parties hereto, and their successors and assigns permitted under this
Agreement, and no provisions of this Agreement shall be deemed to confer upon any other
Person any remedy, claim, liability, reimbursement, cause of action or other right.

5.6 No Merger. The terms and provisions of this Agreement (including,
without limitation, the representations, warranties and covenants) shall not merge, be
extinguished or otherwise affected by the delivery and execution of any document delivered
pursuant to this Agreement unless such document shall specifically so state and shall be
signed by the Metropolitan Government, the Board and Dell.

5.7 Relationship. Nothing contained in this Agreement shall be deemed
or construed by the Parties or by any third Person to create the relationship of principal
and agent, partnership, joint venture or any association between the Metropolitan
Government, the Board and Dell.

5.8 Multiple Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

5.9 Severability. If any covenant or provision hereof is determined to
be void or unenforceable in whole or in part, it shall not be deemed to affect or impair
the invalidity of any other covenant or provision, each of which is hereby declared to be
separate and distinct. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
If any provision of this Agreement is declared invalid or unenforceable for any reason
other than overbreadth, the offending provision will be modified so as to maintain the
essential benefits of the bargain among the Parties to the maximum extent possible,
consistent with Applicable Law and public policy.

5.10 Interpretation. Each of the Parties has agreed to the use of the
particular language of the provisions of this Agreement, and any questions of doubtful
interpretation shall not be resolved by any rule or interpretation against the draftsman,
but rather in accordance with the fair meaning thereof, having due regard to the benefits
and rights intended to be conferred upon the Parties hereto and the limitations and
restrictions upon such rights and benefits intended to be provided.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of this
___________day of _______________, 1999, and effective as of the Effective Date.

APPROVED AS TO AVAILABILITY OF FUNDS:

____________________________________

Director of Finance

APPROVED AS TO FORM AND LEGALITY:

____________________________________

Metropolitan Attorney

ATTEST:

____________________________________

Marilyn S. Swing

Metropolitan Clerk

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY

____________________________________

Philip N. Bredesen

Metropolitan County Mayor

ATTEST:

By: ________________________________

Title: _______________________________

THE INDUSTRIAL DEVELOPMENT BOARD OF THE METROPOLITAN
GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY